Agranoff v. Miller
Delaware Chancery Court
791 A.2d 880 (2001)
- Written by Eric Miller, JD
Facts
Edward Miller (defendant) unlawfully acquired warrants to purchase stock in EMS Corp. (plaintiff), a holding company that owned 62 percent of an operating company called Express Management Systems, Inc. The options rightfully belonged to Stuart Agranoff (plaintiff) and L. David Callaway III (plaintiff), who brought an action in the Delaware Chancery Court. The ultimate remedy required a determination of a hypothetical price at which Agranoff and Callaway could have purchased the warrants. Miller’s valuation expert took a comparable-companies approach, which used multiples based on EMS’s revenues; earnings before interest and taxes (EBIT); and earnings before interest, taxes, depreciation, and amortization (EBITDA) to arrive at a value of $41.02. Agranoff and Callaway’s expert used other methods, particularly discounted cash flow, but he plugged in projections that were based on discussions with EMS managers from later than the agreed-on valuation date.
Rule of Law
Issue
Holding and Reasoning (Strine, J.)
What to do next…
Here's why 803,000 law students have relied on our case briefs:
- Written by law professors and practitioners, not other law students. 46,300 briefs, keyed to 988 casebooks. Top-notch customer support.
- The right amount of information, includes the facts, issues, rule of law, holding and reasoning, and any concurrences and dissents.
- Access in your classes, works on your mobile and tablet. Massive library of related video lessons and high quality multiple-choice questions.
- Easy to use, uniform format for every case brief. Written in plain English, not in legalese. Our briefs summarize and simplify; they don’t just repeat the court’s language.
